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EXHIBIT 3.130
LIMITED PARTNERSHIP AGREEMENT
OF
MILLWOOD HOSPITAL, L.P.
This
Limited Partnership Agreement is made and entered into this 31st
day
of March, 2004, by and between PSI TEXAS
HOSPITALS, LLC, a Texas limited
liability company, the principal place of
business of which is 113 Seaboard
Lane, Suite C-100, Franklin, Tennessee
37067, as the general partner (the
"General Partner"), and PSI HOSPITALS,
INC., a Delaware corporation, the
principal place of business of which is 113
Seaboard Lane, Suite C-100,
Franklin, Tennessee 37067, as the limited
partner (the "Limited Partner"). (The
General Partner and Limited Partner are
collectively referred to herein as the
"Partners.")
The
Partners hereby agree as follows:
ARTICLE 1.
GENERAL
1.1
Formation. The Partners hereby form Millwood Hospital, L.P.
(the
"Partnership") as a limited partnership
under the Texas Revised Limited
Partnership Act (the "Limited Partnership
Act").
1.2 Name.
The name of the Partnership shall be "Millwood Hospital, L.P."
and all business of the Partnership shall
be conducted in such name; provided,
however, the General Partner may change the
name of the Partnership at any time
and from time to time by notice to the
Limited Partner.
1.3
Purpose. The purpose of the Partnership is to engage in any lawful
act
or activity in which a limited partnership
may engage under the Limited
Partnership Act including, without
limitation, the acquisition, development,
construction, owning, mortgaging,
encumbering, leasing, disposition, improvement
of and otherwise dealing with real property
and related personal property.
1.4 Term.
The term of the Partnership shall commence upon filing of the
Certificate of Limited Partnership of
Millwood Hospital, L.P. (the
"Certificate") with the Texas Secretary of
State and shall continue until the
completion of the Partnership's
dissolution, winding up, and liquidation as
provided herein.
1.5 Place
of Business. The Partnership may have such places of business
within the United States of America as the
General Partner determines to be
appropriate from time to time.
1.6
Registered Agent. The registered agent for service of process on
the
Partnership in the State of Texas shall be
National Registered Agents, Inc., 905
Congress Avenue, Austin, Texas 78701, or
such other person as the General
Partner may designate from time to
time.
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1.7
Filings. The General Partner has executed and shall cause to be
filed
the Certificate in the office of the Texas
Secretary of State, in accordance
with the provisions of the Limited
Partnership Act, and shall execute and file
such other certificates or documents
required by any state or other jurisdiction
in which the Partnership engages in
business. The General Partner shall take any
and all other actions reasonably necessary
to perfect and maintain the status of
the Partnership as a limited partnership
and shall execute and file for public
record any and all filings in all places
and at such times as necessary for the
continuation of and transaction of business
by the Partnership.
ARTICLE 2.
CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS
2.1
General Partner. The General Partner shall contribute the sum of
One
Dollar ($1.00) as and for the General
Partner's initial capital contribution for
its general partnership interest in the
Partnership. Except as provided in this
Section 2.1, the General Partner shall not
be required to make any other capital
contributions to the Partnership.
2.2 Contribution of
Limited Partner. The Limited Partner shall contribute
the sum of Ninety-Nine Dollars ($99.00) to
the Partnership as and for its
initial capital contribution for its
limited partnership interest in the
Partnership.
2.3 No
Right to Demand Capital Contributions; No Priorities. Except as
otherwise provided in this Agreement and
permitted by the Limited Partnership
Act, the Limited Partner shall not demand
or receive a return of all or a
portion of its capital contributions or
withdraw from the Partnership without
the written consent of the General Partner.
Under circumstances requiring a
return of any capital contributions, no
Partner shall have the right to receive
property other than cash except as may be
specifically provided herein. No
Partner shall have priority over any other
Partner, either with respect to the
return of capital contributions or with
respect to profits, losses or
distributions.
2.4 No
Interest on Capital Contributions. No Partner shall receive any
interest, salary or drawing with respect to
its capital contributions or its
capital account or for services rendered to
the Partnership or otherwise in its
capacity as a Partner, except as otherwise
provided in this Agreement.
2.5
Limited Liability. The Limited Partner shall not be liable for
the
debts, liabilities, contracts or any other
obligations of the Partnership.
Except as otherwise provided by applicable
law, the Limited Partner shall be
liable only to make its capital
contributions and shall not be required to lend
any funds to the Partnership or, after its
initial capital contribution has been
made, to make any additional capital
contributions to the Partnership. Except as
otherwise provided in this Agreement, the
General Partner shall not have any
personal liability for the repayment of any
capital contributions of the Limited
Partner. The Limited Partner shall not
participate in the control of the
business of the Partnership.
2.6
Establishment of Capital Accounts. A capital account shall be
established and maintained for each Partner
in accordance with Section 704(b) of
the Internal Revenue Code of
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1986, as amended from time to time (the
"Code"), the U.S. Treasury Regulations
promulgated thereunder (the "Regulations")
and this Agreement.
ARTICLE 3.
ALLOCATIONS AND DISTRIBUTIONS
3.1
Participation in Profits or Losses. Profits or losses of the
Partnership, including all items of income,
gain, loss, deduction, and credit,
for each fiscal year shall be allocated one
percent (1%) to the General Partner
and ninety-nine percent (99%) to the
Limited Partner.
3.2 Basis
for Determining Profits or Losses. For purposes of determining
the profits, losses, and each item thereof
allocable to any period, profits,
losses, and each item thereof shall be
determined on a daily, monthly, or other
basis, as determined by the General Partner
using any permissible method under
Code Section 706 and the Regulations
thereunder.
3.3
Distributions. Except as otherwise provided in Article 7
hereof,
distributions of cash or other property
shall be made, at such times as the
General Partner may determine, one percent
(1%) to the General Partner and
ninety-nine percent (99%) to the Limited
Partner.
ARTICLE 4.
MANAGEMENT
4.1
Management of the Partnership. The General Partner shall have
full,
exclusive and complete charge of all
affairs and business of the Partnership and
of the management and control of the
Partnership, subject only to the
limitations in this Agreement. The General
Partner shall have all the rights and
powers that may be possessed by a general
partner under the Limited Partnership
Act and such rights and powers as are
otherwise conferred by law or it deems
necessary, advisable or convenient in
managing the business and affairs of the
Partnership.
4.2
Limited Role of Limited Partner. Except as otherwise set forth in
this
Section 4.2, the Limited Partner shall not
take part in, or interfere in any
manner with, the conduct or control of the
business or affairs of the
Partnership or have any authority to act
for, or on behalf of, the Partnership;
provided, however, at the sole and absolute
discretion of the General Partner,
the Limited Partner may possess and
exercise any of the powers allowed to be
possessed or exercised by a limited partner
under the Limited Partnership Act
without the Limited Partner being deemed to
participate in the control of the
Partnership's business.
4.3
Exculpation of General Partner. No act or omission by the
Partnership
or the General Partner, except gross
negligence or willful misconduct, shall
ever subject the General Partner or its
parent corporation, their shareholders,
officers, directors, employees, or agents
to any liability to the Partnership or
any Partner. The foregoing exculpation and
exoneration expressly covers acts or
omissions which constitute or are
accompanied by simple, common or ordinary
negligence.
4.4
Indemnification of General Partner. To the fullest extent provided
by
law, the Partnership shall indemnify the
General Partner and its parent
corporation, their shareholders,
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officers, directors, partners, agents and
employees, and hold them harmless from
and against all claims and liabilities
arising from, or related to, any
qualified act or omission of the
Partnership and/or the General Partner under
this Agreement, including all damages,
judgments, fees, settlements, costs and
attorneys' fees actually and reasonably
paid or incurred by the General Partner
or its parent corporation in connection
with any action, claim, suit or
proceeding covered by this indemnity. A
"qualified act or omission" for purposes
of this Section 4.4 is an act or omission
done in good faith or in a manner the
General Partner or its parent corporation
reasonably believed to be in, or not
opposed to, the best interest of the
Partnership.
ARTICLE 5.
TRANSFERS OF INTERESTS
5.1
Voluntary Transfers by General Partner. The General Partner shall
have
the right to sell, assign, transfer, give
or in any other way dispose of its
entire interest as general partner of the
Partnership. Prior to the effective
date of such sale, assignment or transfer,
such purchaser, assignee or
transferee shall be admitted as an
additional general partner of the Partnership
and is hereby authorized to continue the
business of the Partnership without
dissolution. Upon such a sale or other
disposition, the General Partner shall
cease to be a general partner of the
Partnership as provided in Article 6.
Notwithstanding anything in this Agreement
to the contrary, the General Partner
may pledge, encumber, or otherwise give as
collateral for loans or other
indebtedness, its general partnership
interest in the Partnership without notice
to or the consent of the Limited Partner;
upon any such pledge, encumbrance or
grant of a security interest by the General
Par
